Principal investigators at the University of Maryland, Baltimore (UMB) have a pressing need for an Olympus Viva-View In-Incubator Microscope System to monitor long-term changes in cell and tissue function and morphology. This system will support twelve NIH R01 grants awarded to six investigators at the University of Maryland SOM, as well as other grants. Because the microscope is designed inside an incubator and includes port for media change, cell cultures can be viewed over long periods under constant conditions of temperature and gas. The microscope uses DIC or epi-fluorescence optics to acquire images, movies, z- stacks, etc. This capability is ideal for monitoring changes in cell shape, intracellular structure, and intracellular distribution of fusion proteins, and intracellular distribution of fluorescent indicators (e.g., indo-1 dual emission Ca2+ imaging) at times ranging from hours to weeks. To promote scientific exchange, stimulate research collaborations, and increase user availability, the in-incubator microscope system will be incorporated into the existing Biochemistry and Molecular Biology Instrumentation Core (BMBIC) located in the Biomedical Research Facility (BRF). The BRF is located in a remote corner of campus and the BMBIC was developed to support investigator instrument needs in this quadrant of campus. Recent renovation of BMBIC space indicates the commitment of the University of Maryland School of Medicine and the Department of Biochemistry and Molecular Biology to this facility. A key long range research goal of the all major users to understand long-term biological events at the molecular level as it pertains to human disease. The new in- incubator microscope will make this potential available. We believe it is important for students and postdoctoral associates at UMB to gain exposure to a wide range of imaging technology and to learn how to monitor long-term changes in cell function. Indeed, providing access to state-of-the-art instrumentation is a key aspect of the training mission at UMB. The new in-incubator microscope will enhance the training of students supported by at least two NIH-funded training grants (T32GM066706-05 and 5T32AR007592-13). This system will enable research to address key questions relating to events regulating dedifferentiation of cultured adult skeletal muscle fibers, skeletal myotube and myofiber development and formation, surface epithelial cell stratification and differentiation, breast cancer cell behavior, DNA damage repair and uptake and intracellular redistribution of extracellular signaling molecules in neurons. A tissue culture hood and standard tissue culture incubator are available in the BMBIC to support this instrument. General oversight for the BMBIC is provided by the BMBIC Oversight Committee and a specific oversight group is assigned to this instrument. Instrument maintenance is supported by the School of Medicine, the Department of Biochemistry and Molecular Biology, and users fees.